Exhibit 12
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
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January 24, 1996
Fidelity Devonshire Trust
Fidelity Fixed-Income Trust
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Ladies and Gentlemen:
Fidelity Devonshire Trust ("FDT"), a Massachusetts business trust, on
behalf of Spartan Long-Term Government Bond Fund ("Acquired"), a series of
FDT, and Fidelity Fixed-Income Trust ("FFIT"), a Massachusetts business
trust, on behalf of Spartan Government Income Fund ("Acquiring"), a series
of FFIT, have requested our opinion as to certain federal income tax
consequences of a transaction ("Reorganization") in which Acquiring will
acquire all of the assets and assume all of the liabilities of Acquired in
exchange solely for shares of beneficial interest in Acquiring ("Acquiring
Shares") pursuant to an Agreement and Plan of Reorganization and
Liquidation ("Agreement") to be entered into between Acquired and Acquiring
on March 8, 1996.
In rendering this opinion, we have examined a draft of the Agreement
("Draft Agreement"), the prospectus/proxy statement to be filed with the
Securities and Exchange Commission in connection with the Reorganization,
the currently effective prospectuses and statements of additional
information of Acquired and Acquiring, and such other documents as we have
deemed necessary. We have also relied, with your consent, on certificates
of officers of FDT and FFIT.
OPINION
Based solely on the facts and representations set forth in the reviewed
documents and the certificates of officers of FDT and FFIT, and assuming
that (i) those representations are true on the date of the Reorganization,
(ii) the Reorganization is consummated in accordance with the Agreement,
and (iii) the Agreement does not differ materially from the Draft
Agreement, our opinion with respect to the federal income tax consequences
of the Reorganization is as follows.
The Reorganization will be a reorganization under section 368(a)(1)(C) of
the Internal Revenue Code of 1986, as amended ("Code"), and Acquired and
Acquiring will each be parties to the Reorganization under section 368(b)
of the Code.
No gain or loss will be recognized by Acquired upon the transfer of all
of its assets to Acquiring in exchange solely for Acquiring Shares and
Acquiring's assumption of Acquired's liabilities followed by the
distribution of those Acquiring Shares to the Acquired shareholders in
liquidation of Acquired.
No gain or loss will be recognized by Acquiring on the receipt of
Acquired's assets in exchange solely for Acquiring Shares and the
assumption of Acquired's liabilities.
The basis of Acquired's assets in the hands of Acquiring will be the same
as the basis of such assets in Acquired's hands immediately prior to the
Reorganization.
Acquiring's holding period in the assets to be received from Acquired
will include Acquired's holding period in such assets.
The Acquired shareholders will recognize no gain or loss on the exchange
of the shares of beneficial interest in Acquired ("Acquired Shares") solely
for the Acquiring Shares in the Reorganization.
The Acquired shareholders' basis in the Acquiring Shares to be received
by them will be the same as their basis in the Acquired Shares to be
surrendered in exchange therefor.
The holding period of the Acquiring Shares to be received by the Acquired
shareholders will include the holding period of the Acquired Shares to be
surrendered in exchange therefor, provided those Acquired Shares were held
as capital assets on the date of the Reorganization.
The foregoing opinion is based on, and is conditioned on the continued
applicability of, the provisions of the Code and the regulations
thereunder, case law precedent, and the Internal Revenue Service
pronouncements in existence at the date hereof. We express no opinion
other than those contained herein.
We consent to the inclusion of this opinion in the registration statement
on Form N-14 filed with the Securities and Exchange Commission and the
inclusion of the name "▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP" in the "Comparison of
Other Policies of the Funds -- Federal Income Tax Consequences of the
Reorganization" and "The Proposed Transaction -- Federal Income Tax
Considerations" sections of that registration statement.
Very truly yours,
/s/▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
